Welcome to our dedicated page for Citigroup SEC filings (Ticker: C), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Citigroup Inc. filings document the regulatory record of a global financial institution with common stock, preferred stock, medium-term senior notes and other registered securities. Form 8-K reports cover quarterly and annual results, financial data supplements, Regulation FD materials, registered-security schedules and exhibits tied to debt and preferred stock instruments.
The company’s SEC record also includes proxy disclosures on board governance, shareholder voting matters and executive compensation. Other filings document amendments to the certificate of incorporation through preferred stock designations, underwriting agreements, supplemental indentures and segment-reporting changes affecting Wealth, U.S. Personal Banking, Services, Markets and Banking.
Citigroup Inc. is offering callable fixed rate notes maturing on November 28, 2045 with a stated principal amount of $1,000 per note. The notes pay a fixed annual interest rate of 5.30%, with interest paid semi-annually on May 28 and November 28, starting May 28, 2026, calculated on a 30/360 day-count basis.
Beginning November 28, 2030, Citigroup may redeem the notes at its option, in whole but not in part, on specified quarterly redemption dates at 100% of principal plus accrued interest. The notes are intended to qualify as TLAC-eligible debt, meaning that in a Citigroup bankruptcy, losses would be borne by shareholders and then unsecured creditors, including these noteholders. A wholly owned subsidiary may assume the obligations under the notes, with Citigroup guaranteeing payments, which can change default and covenant protections.
The notes will not be listed on any securities exchange. The issue price is generally $1,000 per note, with eligible institutional and fee-based advisory investors paying between $980 and $1,000 per note. Citigroup Global Markets Inc. acts as underwriter and may receive an underwriting fee of up to $20 per note, and its expected hedging profits create a temporary upward adjustment in secondary prices for about six months after issuance.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is issuing unsecured Step Down Trigger Autocallable Notes linked to the KraneShares CSI China Internet ETF (KWEB). The notes have a $10.00 stated principal amount, aggregate proceeds of $2,892,500.00, and a fixed call return rate of 15.60% per annum. They may be automatically called quarterly if KWEB’s closing price is at or above the initial price of $37.74, or at or above the downside threshold of $30.19 (80% of the initial price) on the final valuation date, paying call prices up to $13.12 at maturity.
If the notes are not called and KWEB finishes below the downside threshold on the final valuation date, repayment is reduced dollar-for-dollar with the decline in KWEB, potentially to zero, so investors can lose their entire investment. The notes pay no interest, do not pass through ETF dividends, will not be listed on an exchange, and have an initial estimated value of $9.582 per note, below the issue price. All payments depend on the creditworthiness of the issuer and guarantor.
Citigroup Inc. (C) is offering callable fixed rate senior notes due November 28, 2040, in denominations of $1,000 per note. The notes pay a fixed interest rate of 5.125% per annum, with interest paid semi-annually on May 28 and November 28, starting May 28, 2026, using a 30/360 day-count convention. At maturity, holders receive $1,000 per note plus any accrued and unpaid interest, unless the notes are redeemed earlier.
Beginning on November 28, 2030, Citigroup may redeem the notes in whole at 100% of principal plus accrued interest on specified quarterly redemption dates. The notes are intended to qualify as TLAC-eligible, meaning losses in a Citigroup Inc. bankruptcy would be borne by shareholders first and then unsecured creditors, including noteholders. A wholly owned subsidiary may assume the obligations under the notes, with Citigroup guaranteeing payments, and events of bankruptcy at Citigroup alone would not trigger default if a successor issuer has assumed the notes. The notes will not be listed on any exchange, and CGMI will act as underwriter, earning up to $20 per note in underwriting fees.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering Autocallable Phoenix Securities linked to the Invesco QQQ Trust (QQQ), in $1,000 denominations, maturing in December 2026. The notes pay a contingent coupon of 1.0334% of principal on each monthly observation date only if QQQ’s price is at or above a coupon barrier of $517.557, equal to 85.00% of the $608.89 initial share price. Missed coupons can be paid later if the barrier is subsequently met, but are lost entirely if the barrier is never met again.
The notes are automatically redeemed early at $1,000 plus the applicable coupon if, on any interim valuation date, QQQ’s closing price is at or above the initial share price. If held to maturity and not called, full principal is repaid only if the final share price is at or above the same 85.00% barrier; below that level, repayment is reduced according to a formula with a 15.00% buffer and losses increase as QQQ falls, potentially to zero. The securities will not be listed on an exchange, have an estimated value on the pricing date below the $1,000 issue price, involve complex U.S. tax treatment (including possible 30% withholding for some non-U.S. investors), and are described as suitable only for investors able to understand and bear these risks.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable medium‑term senior notes linked to the worst performer of the S&P 500® Index and the Russell 2000® Index, maturing in December 2028. Each security has a $1,000 stated principal amount and may be automatically redeemed early if, on the first valuation date in December 2026, the worst performing index is at or above its initial level, in which case investors receive $1,100 per security (a 10% premium). If held to the final valuation date in December 2028 and the worst performer is at or above its initial level, the payment is $1,350 per security (a 35% premium).
If the worst performing index is below its initial level but at or above 80% of that level on the final valuation date, investors receive only the $1,000 principal. If it falls below 80%, repayment is reduced one‑for‑one with the index loss, down to zero in extreme declines. The notes do not pay dividends, will not be listed on any exchange, carry an underwriting fee of up to $32 per security, and have an estimated value on the pricing date expected to be at least $895 per security, reflecting model-based pricing and issuer funding costs. U.S. tax treatment is uncertain and based on counsel’s view that the notes are prepaid forward contracts.
Citigroup Global Markets Holdings Inc. is offering $852,000 of unsecured S&P 500®-linked notes, fully and unconditionally guaranteed by Citigroup Inc. Each note has a $1,000 principal amount, 100% participation in S&P 500® upside, and a maximum return of 20%, so the most an investor can receive at maturity is $1,200 per note.
The notes pay no interest and return principal at maturity only; if the index is flat or down on the calculation day, investors simply receive $1,000 per note, before inflation or opportunity cost. The public offering price is $1,000, while the estimated value is $942.40 per note, reflecting selling, structuring and hedging costs and use of the issuer’s internal funding rate. The notes are not listed, may have limited liquidity, and all payments depend on the credit of Citigroup Global Markets Holdings Inc. and Citigroup Inc.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured autocallable equity-linked securities tied to MP Materials Corp. Each security has a $1,000 stated principal amount, a maturity date of November 28, 2028, and pays a quarterly coupon of 3.015% (equivalent to 12.06% per year), as long as the note has not been redeemed early.
The notes can be automatically called on specified dates starting May 22, 2026 if MP’s closing share price is at or above the initial value of $58.21. In that case, investors receive $1,000 plus the coupon and the investment ends early, limiting further coupon receipts. If held to maturity and not called, investors receive full principal back if MP’s final share price is at or above the barrier of $29.105 (50% of the initial value.
If the final share price is below the barrier, the maturity payment is $1,000 + ($1,000 × underlying return), exposing investors to the full downside of MP shares and potentially reducing the payment to zero (excluding the final coupon). The notes do not provide any upside participation or dividends. They are not listed, may have limited liquidity, and carry the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. The total issue size is $4,122,000, with an estimated value of $934.90 per note on the pricing date.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering unsecured market-linked notes tied to the Nasdaq-100 Index® in $1,000 denominations, for a total public offering of $530,000. The notes mature on November 29, 2029 and repay principal at maturity, plus any upside based on index performance, subject to a 21.00% maximum return, so the payout cannot exceed $1,210 per note.
The participation rate is 100%, but investors only earn a positive return if the index ending value exceeds the starting value of 24,873.85 on the calculation day. The notes pay no interest or dividends and do not provide any rights in the underlying securities. The estimated value on the pricing date is $939.90 per note, below the $1,000 public offering price, reflecting selling, structuring and hedging costs and Citigroup’s internal funding rate.
The notes are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc., will not be listed on any exchange and may have limited or no secondary market, potentially resulting in sale prices below principal. U.S. holders are generally taxed under contingent payment debt instrument rules, recognizing interest income annually based on a 4.147% comparable yield and a projected maturity payment of $1,178.637 per note.
Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc., is offering autocallable contingent coupon equity-linked securities tied to the worst performer of the Russell 2000® Index and the S&P 500® Index, maturing on November 29, 2029. Each security has a $1,000 principal amount and pays a quarterly contingent coupon of 2.0925% (annualized 8.37%) only if, on the relevant valuation date, the worst performing index closes at or above 75% of its initial value. If on any autocall date the worst performer is at or above its initial level, the note is automatically redeemed for $1,000 plus that coupon.
If the notes are not called and on the final valuation date the worst performer is below its 75% barrier, principal is reduced one-for-one with that index’s loss, and repayment can fall to zero. Investors do not receive dividends or upside from either index and face the credit risk of both issuing entities. The notes are not listed, may be illiquid, carry an underwriting fee of $25 per $1,000, and have an initial estimated value of $969.40 per security, reflecting structuring and hedging costs. Tax treatment is complex and described as akin to prepaid forward contracts with taxable coupon income.
Citigroup Global Markets Holdings Inc., fully guaranteed by Citigroup Inc., is issuing market-linked Medium-Term Senior Notes tied to the SPDR® Gold Trust (GLD) with a total public offering of $2,368,000 ($1,000 per note). The notes pay no interest and return principal at maturity on November 29, 2029, subject to Citigroup credit risk.
At maturity, holders receive $1,000 plus 100% of any GLD price increase from the $380.20 starting value, capped at a 30.00% maximum return ($1,300 per note). If GLD ends at or below the starting value, only principal is repaid, with no upside.
The estimated value on the pricing date is $943.30 per note, below the $1,000 offering price, reflecting selling, structuring and hedging costs and Citigroup’s internal funding rate. The notes will not be listed on an exchange, may have limited liquidity, and are exposed to gold price volatility, SPDR Gold Trust tracking and operational risks, and complex U.S. tax treatment as contingent payment debt instruments.